EXHIBIT C
[LETTERHEAD of BIRMINGHAM STEEL CORPORATION]
BIRMINGHAM STEEL CORPORATION
Cancellation of Proxy and Voting Agreement
July 29, 1998
VIA FACSIMILE AND FEDERAL EXPRESS
LCL Holdings I
c/o Ivaco, Inc.
Place Mercantile
000 Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxx, Xxxxxx X0X 0X0
Attn: Xxx-Xxxx Xxxxxxxxxx, Esq.
Re: Proxy and Voting Agreement Relating to Laclede Stock
Gentlemen:
This letter is to inform you that Midwest Holdings, Inc. ("Midwest"),
pursuant to Section 2 (the "Voting Agreement") of the Purchase Agreement
dated as of September 26, 1997 by and among Ivaco, Inc., LCL Holdings I,
LLC ("LCL"), Midwest and Birmingham Steel Corporation, hereby cancels the
Voting Agreement and related proxy (the "Proxy"), which was granted to
Midwest by LCL on September 26, 1997 relating to the 1,009,325 shares of
common stock, par value $.01 per share, of Laclede Steel Company
("Laclede") and the 183,333 shares of Series A Preferred Stock, no par
value, of Laclede (collectively, the "Shares" owned by LCL, as to any and
all of the Shares as of September 24, 1998. In addition, Midwest hereby
informs you of its intention, from and after the date hereof, to exercise
its proxy and voting rights over the Shares on a neutralized basis in any
shareholder vote prior to September 24, 1998 (i.e., in proportion to the
votes otherwise cast on matters presented to the shareholders of Laclede).
Sincerely,
MIDWEST HOLDINGS, INC.
By:/s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Executive Vice President
